Proposed Amendments and Resolution to PSAA By-laws

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The following proposed amendments to the Penn State Alumni Association by-laws are being put forth by Alumni Council Representative Dr James Smith. He has requested that PSAA President Kevin Steele and the staff of the Alumni Association distribute these to all Alumni Council representatives and members twenty days in advance of the Alumni Council meeting later this month, in accordance with the process for amending the bylaws.

Resolution 1

Whereas, the Association desires to be an independent entity separate and distinct from the Pennsylvania Sate University, be it resolved that Section 4 of the Association Bylaws is amended to eliminate the second paragraph which presently states:

The Executive Director shall also serve as a full-time employee of the University…” and replace the entire paragraph with “The Executive Director shall be a full time employee of the Association and may not be an employed outside of that role. The Executive Director specifically may not be an employee of The Pennsylvania State University nor its affiliates and may not receive any remuneration and/or contracts from the Pennsylvania State University nor its affiliates during their period of employment with the Association. Similarly, former employees of the Pennsylvania State University and/or its affiliates are not eligible for the Executive Director position for a minimum period of two years following their employment by the Pennsylvania State University and/or its affiliates.”

Resolution 2

It is resolved that Article IV Section 1 (f) is amended to eliminate the words “may, at the option of the President” and to replace those words with the word “shall”.

Resolution 3

It is resolved that Article V Section 1( c) is amended to add the words “unless the lawsuit or other legal action is an action seeking enforcement of these bylaws or the duties of an office defined in these bylaws” to the end of the last sentence of 1 ( c).

Resolution 4

It is resolved that the Association Bylaws are amended to reincorporate the previous process for balloting nominations specifically including nomination by petition using the wording from the Bylaws as in place on Jan 1, 2014 (and as previously revised April 2005) with respect to the nomination and election process for Alumni Council Members.

Resolution 5

Whereas, the Association desires that Alumni Council has oversight over its executive board, and that recent By-laws revisions to add reporting requirements eliminated that oversight be it resolved that Article VI, Section 2(a) of the Association Bylaws is amended as follows: Paragraph 2(a) which states “The Association shall, at all times, have an executive committee of the Board (“Executive Board”) which shall transact the business of the Association in the intervals between Council meetings and shall have all the powers of the Council, reporting all actions taken at the next meeting of Council or sooner as occasion warrants.” is deleted and replaced with “The Association shall, at all times, have an executive committee of the Board (“Executive Board”) which shall transact the business of the Association in the intervals between Council meetings and shall have all the powers of the Council, subject to the approval of Council, reporting all actions taken at the next meeting of Council or sooner as occasion warrants.”

Separate Resolution, which is NOT a bylaw amendment

Whereas the Alumni Council wishes to abide by IRS regulation and comply with its prior representations to the IRS and past tax returns of the Association signed by the prior Executive Director, Roger Williams, state “THE ASSOCIATION WILL MAKE THESE DOCUMENTS AVAILABLE UPON REQUEST” with respect to Form 990, Part VI, Section C, Line 19, it is hereby resolved that the President and Executive Director of the Alumni Association shall within 30 days of the passing of this resolution make available its governing documents, conflict of interest policy, and financial statements to the public by posting those on the Alumni Association website and by responding within 7 days to any written request for those documents.

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